Diwakar Choubey Form 4 Fusion Acquisition / Diwakar Choubey ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Choubey Diwakar

(Last) (First) (Middle)

C/O MONEYLION INC.

30 WEST 21ST STREET, 9TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fusion Acquisition Corp. [ ML ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CEO and Director

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/22/2021		A		14,579,571	A	(1)	14,579,571	D
Class A Common Stock	09/22/2021		A		88,175	A	(1)	88,175	I	By Wife
Class A Common Stock	09/22/2021		A		820,390	A	(1)	820,390	I	By FIG Growth Trust(2)
Class A Common Stock	09/22/2021		A		820,390	A	(1)	820,390	I	By FIG Heritage Trust 1(2)
Class A Common Stock	09/22/2021		A		861,409	A	(1)	861,409	I	By FIG Heritage Trust 2(2)
Class A Common Stock	09/22/2021		A		861,409	A	(1)	861,409	I	By FIG Heritage Trust 3(2)
Class A Common Stock	09/22/2021		D		970,000(3)	D	$10	13,609,571	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$0.22	09/22/2021		A		1,476,701		(4)	11/14/2027	Class A Common Stock	1,476,701	$0	1,476,701	D
Stock Options (Right to Buy)	$0.4	09/22/2021		A		459,451		(5)	10/31/2028	Class A Common Stock	459,451	$0	459,451	D
Stock Options (Right to Buy)	$0.4	09/22/2021		A		2,461,169		(6)	09/20/2029	Class A Common Stock	2,461,169	$0	2,461,169	D
Stock Options (Right to Buy)	$0.59	09/22/2021		A		164,078		(7)	04/30/2030	Class A Common Stock	164,078	$0	164,078	D
Stock Options (Right to Buy)	$2.58	09/22/2021		A		1,944,045		(8)	01/31/2031	Class A Common Stock	1,944,045	$0	1,944,045	D
Stock Options (Right to Buy)	$0.78	09/22/2021		A		121,893		(9)	12/30/2030	Class A Common Stock	121,893	$0	121,893	I	By Wife
Stock Options (Right to Buy)	$0.78	09/22/2021		A		114,870		(10)	12/30/2030	Class A Common Stock	114,870	$0	114,870	I	By Wife
Stock Options (Right to Buy)	$0.78	09/22/2021		A		162,192		(11)	12/30/2030	Class A Common Stock	162,192	$0	162,192	I	By Wife

Explanation of Responses:

1. Received in connection with the Issuer's business combination (the "Business Combination") with MoneyLion Inc., now known as MoneyLion Technologies Inc. ("Legacy ML") in accordance with the terms of the Agreement and Plan of Merger, dated February 11, 2021, as amended on June 28, 2021 and September 4, 2021, by and among the Issuer (f/k/a Fusion Acquisition Corp.), ML Merger Sub Inc. ("Merger Sub") and Legacy ML (the "Merger Agreement"), pursuant to which Merger Sub merged with and into Legacy ML, with Legacy ML surviving the merger as a wholly-owned subsidiary of the Issuer.

2. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

3. In connection with the Issuer's Business Combination, the Reporting Person remitted shares of Class A Common Stock to the Issuer.

4. The option vests 25% on the first anniversary of November 15, 2017 and in equal monthly installments thereafter until it is fully vested on the fourth anniversary of such date. The stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock.

5. The option vests 25% on the first anniversary of November 1, 2018 and in equal monthly installments thereafter until it is fully vested on the fourth anniversary of such date. The stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock.

6. The option vests 25% on the first anniversary of September 21, 2019 and in equal monthly installments thereafter until it is fully vested on the fourth anniversary of such date. The stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock.

7. The option vests 25% on the first anniversary of May 1, 2020 and in equal monthly installments thereafter until it is fully vested on the fourth anniversary of such date. The stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock.

8. The option vests 25% on the first anniversary of February 1, 2021 and in equal monthly installments thereafter until it is fully vested on the fourth anniversary of such date. The stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock.

9. The option was granted on December 31, 2020 and is fully vested. The stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock.

10. The option vests 100% on the first anniversary of December 31, 2020. The stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock.

11. The option vests 25% on the first anniversary of December 31, 2020 and in equal monthly installments thereafter until it is fully vested on the fourth anniversary of such date. The stock option was received in the Business Combination in exchange for a stock option to acquire shares of Legacy ML common stock.

	/s/ Adam VanWagner, as Attorney-in-Fact for Diwakar Choubey	09/24/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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